Annual report pursuant to Section 13 and 15(d)

CAPITAL STOCK

v3.8.0.1
CAPITAL STOCK
12 Months Ended
Dec. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
CAPITAL STOCK

14.

CAPITAL STOCK

Common Stock — Common stockholders are entitled to vote on all matters submitted to a vote of the Company’s stockholders. Subject to the rights of holders of any then outstanding shares of the Company’s preferred stock, the Company’s common stockholders are entitled to any dividends that may be declared by the board of directors. The shares of the Company’s common stock are not subject to any redemption provisions. The Company has no issued and outstanding shares of preferred stock.

The Company’s ability to pay dividends is effectively limited by its status as a holding company and the terms of its subsidiary’s indentures and senior secured credit facility, which also significantly restricts the ability of certain of the Company’s subsidiaries to pay dividends directly or indirectly to the Company. See Note 10. Furthermore, certain of the Company’s foreign subsidiaries currently have a deficit in retained earnings which prevents the Company from declaring and paying dividends from those subsidiaries.

Treasury Stock — Treasury stock represents shares of common stock repurchased by the Company and not yet retired.  The Company has applied the cost method in recording its treasury shares.

Below is a summary of the Company’s treasury stock activity for the years ended December 31, 2015, 2016 and 2017.

 

 

Number of

Treasury Shares

 

 

Cost

 

Balance at December 31, 2014

 

4,057,135

 

 

$

61,807

 

Restricted stock forfeitures (1)

 

17,897

 

 

 

Restricted stock withholdings (2)

 

108,472

 

 

 

4,770

 

Balance at December 31, 2015

 

4,183,504

 

 

$

66,577

 

Restricted stock forfeitures (1)

 

56,808

 

 

 

Restricted stock withholdings (2)

 

206,690

 

 

 

6,834

 

Balance at December 31, 2016

 

4,447,002

 

 

$

73,411

 

Restricted stock forfeitures (1)

 

10,341

 

 

 

Restricted stock withholdings (2)

 

68,527

 

 

 

2,943

 

Balance at December 31, 2017

 

4,525,870

 

 

$

76,354

 

 

(1)

The Company repurchased forfeited and canceled restricted shares at a cost of $0.001 per share in accordance with the Company’s 2017 Omnibus Incentive Plan.

(2)

The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock.  The Company determined the number of shares to be withheld based upon market values that ranged from $29.17 to $44.67 per share.

As of December 31, 2017, the Company had no plans to retire any shares of treasury stock.

Restricted Stock — Below is a summary of restricted stock activity for the years ended December 31, 2015, 2016 and 2017:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2017

 

 

 

Shares of

Restricted

Stock

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Shares of

Restricted

Stock

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Shares of

Restricted

Stock

 

 

Weighted

Average

Grant Date

Fair Value

 

Outstanding at January 1

 

 

878,897

 

 

$

24.92

 

 

 

757,775

 

 

$

30.73

 

 

 

606,618

 

 

$

33.51

 

Granted

 

 

226,212

 

 

$

42.79

 

 

 

335,707

 

 

$

30.98

 

 

 

246,534

 

 

$

41.70

 

Vested

 

 

(329,437

)

 

$

23.72

 

 

 

(430,056

)

 

$

26.60

 

 

 

(192,230

)

 

$

36.26

 

Forfeited

 

 

(17,897

)

 

$

27.58

 

 

 

(56,808

)

 

$

33.81

 

 

 

(10,341

)

 

$

33.48

 

Outstanding at December 31

 

 

757,775

 

 

$

30.73

 

 

 

606,618

 

 

$

33.51

 

 

 

650,581

 

 

$

35.81

 

 

During the year ended December 31, 2017, the Company granted 246,534 shares of restricted stock to directors and employees of the Company. The fair value of the restricted stock granted was determined based on the market value of the Company’s common stock on the date of grant, which ranged from $34.82 to $42.37 per share. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards.  Restricted stock granted to directors vests over a one-year period.  Restricted stock granted to employees vests over periods ranging from one year to four years based on continued service. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

Below is a summary of restricted stock award activity recorded for the periods indicated.

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2016

 

 

2017

 

Compensation expense recognized during the period

 

$

9,600

 

 

$

8,250

 

 

$

8,384

 

Fair value of restricted shares that vested during the period

 

$

14,424

 

 

$

14,662

 

 

$

8,172

 

Income tax deduction upon vesting of restricted stock awards

 

$

3,823

 

 

$

5,555

 

 

$

2,667

 

 

As of December 31, 2017, the remaining unrecognized compensation expense related to these restricted stock awards was approximately $13,049. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.

Restricted Stock Units — During the years ended December 31, 2015, 2016 and 2017, the Company granted restricted stock units representing 142,917, 253,661 and 175,634 hypothetical shares of common stock, respectively, to employees. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) for a two year measurement period, as defined in the award agreement, based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments (as defined in the restricted stock unit award agreement). The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. As an example, if the Company achieves an IRR equal to 11.0% for the 2015 grant, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. All payouts of restricted stock units that vest will be subject to an additional service requirement and will be paid in the form of common stock if the participant continues to provide services through the fourth anniversary of the grant date.

The financial performance factors and respective vesting rates for each of the 2015, 2016 and 2017 grants are as follows:

 

 

 

Year Ended December 31,

 

 

Percentage of Shares Vesting

 

 

 

2015

 

 

2016

 

 

2017

 

 

 

 

 

Threshold IRR

 

7.5%

 

 

6.0%

 

 

7.0%

 

 

33.3%

 

Target IRR

 

9.5%

 

 

8.0%

 

 

9.5%

 

 

66.6%

 

Maximum IRR

 

11.5%

 

 

10.0%

 

 

13.0%

 

 

100.0%

 

 

At the time of each of the restricted stock unit grants, the Company assumes the IRR level to be reached for the defined measurement period will be the mid-point IRR level in determining the amount of compensation expense to record for such grants. If and when additional information becomes available to indicate that something other than the mid-point IRR level will be achieved, the Company adjusts compensation expense on a prospective basis over the remaining service period. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards granted during 2017. Restricted stock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.  

Below is a table summarizing the potential number of units that could vest under restricted stock unit awards granted during the years ended December 31, 2015, 2016 and 2017 at each of the three levels of financial performance (excluding forfeitures):

 

 

 

Granted During the Year Ended December 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

 

Number of

 

 

Value at

 

 

Number of

 

 

Value at

 

 

Number of

 

 

Value at

 

 

 

Units

 

 

Grant(1)

 

 

Units

 

 

Grant(1)

 

 

Units

 

 

Grant(1)

 

at threshold IRR

 

 

47,640

 

 

$

2,057

 

 

 

84,554

 

 

$

2,522

 

 

 

58,545

 

 

$

2,481

 

at target IRR

 

 

95,282

 

 

$

4,115

 

 

 

169,107

 

 

$

5,044

 

 

 

117,089

 

 

$

4,961

 

at maximum IRR

 

 

142,917

 

 

$

6,173

 

 

 

253,661

 

 

$

7,568

 

 

 

175,634

 

 

$

7,442

 

 

(1)

The grant date fair values for units issued during the years ended December 31, 2015, 2016, and 2017 were $43.19, $29.83 and $42.37, respectively.  

Below is a summary of activity for restricted stock unit awards for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2016

 

 

2017

 

Number of restricted stock unit awards that vested during the period

 

 

123,769

 

 

 

213,984

 

 

 

97,115

 

Fair value of restricted stock unit awards that vested during the period

 

$

5,483

 

 

$

7,260

 

 

$

4,155

 

Accumulated dividends paid upon vesting of restricted stock unit awards

 

$

442

 

 

$

662

 

 

$

558

 

Income tax benefit recognized upon vesting of restricted stock unit awards

 

$

2,303

 

 

$

3,049

 

 

$

1,745

 

Compensation expense recognized during the period

 

$

6,158

 

 

$

5,144

 

 

$

4,297

 

 

During the year ended December 31, 2015, the Compensation Committee of the Board of Directors approved a modification to each of the 2013 and 2014 restricted stock unit grants.  The modifications resulted in a cap on the foreign currency exchange rate devaluation impact to be used in calculating the IRR for the respective measurement periods.  The Company revalued each of the grants based on the Company’s stock price at the date of modification, which was $33.02. The modifications resulted in incremental compensation expense of approximately $2,460 for the year ended December 31, 2015.  

During the year ended December 31, 2016, the Compensation Committee of the Board of Directors approved a modification to the 2015 restricted stock unit grants. The modification resulted in a cap on the foreign currency exchange rate devaluation impact to be used in calculating the IRR for the respective measurement periods.  The Company revalued each of the grants based on the Company’s stock price at the date of modification, which was $37.98. The modifications resulted in incremental compensation expense of approximately $562 for the year ended December 31, 2016.  

As of December 31, 2017, the Company had restricted stock units outstanding that represented a total 628,189 hypothetical shares of common stock, net of actual cumulative forfeitures of 7,407 units, assuming the maximum IRR is achieved for all of the outstanding restricted stock unit awards.

As of December 31, 2017, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $6,820, which reflects the maximum IRR level that was achieved for the 2014 and 2015 grants, an IRR level of 8.0% that is estimated for the 2016 grants and an IRR level of 9.5% that is estimated for the 2017 grants. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.